AmpliTech Group Q3 net loss widens to $1.89M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
AmpliTech Group, Inc. (AMPG) reported third-quarter revenue of $6.58 million, up 8.02% from $6.09 million a year earlier, while net loss widened to $1.89 million from $188,373. Quarterly gross profit fell 24.01% to $2.25 million, with gross profit as a percentage of sales at 34.17% versus 48.57%.
For the nine months ended September 30, 2026, revenue was $20.00 million versus $20.72 million and net loss was $6.50 million versus $3.80 million. Operating cash use was $8.48 million, compared with $5.26 million a year earlier. Cash and cash equivalents were $19.48 million and marketable securities were $10.79 million at quarter-end.
After quarter-end, the dedicated production line was completed and made production-ready; initial shipments are expected in the fourth quarter of 2026. Management said disclosure controls and internal control over financial reporting were not effective as of September 30, 2026, because previously identified material weaknesses—including control documentation, IT general controls and segregation of duties—had not been fully remediated.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue rose 8.02% to $6,582,687 year over year.
Negative
- Major pointMaterial weaknesses left financial reporting controls ineffective as of September 30, 2026.
- Moderate pointThird-quarter net loss rose to $1,887,142 from $188,373.
- Moderate pointNine-month operating cash use reached $8,478,749, versus $5,259,588.
Filing Explained
Completed financing has increased the share count; any further rights or Titan-related issuance depends on the disclosed exercise or transfer conditions.
The filing reports completed issuance of 2,268,204 shares in the rights offering, 2,230,000 in the registered direct offering, and 4,384,163 on Series A exercise; at
As of quarter-end, Series B exercises had not resulted in share issuance:
Separately, the Titan agreement left
The
Key Figures
Key Terms
gross profit as a percentage of sales financial
marketable securities financial
working capital financial
material weaknesses regulatory
antidilutive financial
monolithic microwave integrated circuits (MMIC) technical
FAQ
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AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For
the quarterly period ended
or
For the transition period from ______________to ______________
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
| ||||
| The
|
Indicate
by check mark whether registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of November 10, 2026, the registrant had
AMPLITECH GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
September 30, 2026
TABLE OF CONTENTS
| PAGE | ||
| PART I - FINANCIAL INFORMATION | 5 | |
| Item 1. | Financial Statements (Unaudited) | 5 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 27 |
| Item 4. | Controls and Procedures | 28 |
| PART II - OTHER INFORMATION | 29 | |
| Item 1. | Legal Proceedings | 29 |
| Item 1A. | Risk Factors | 29 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 29 |
| Item 3. | Defaults Upon Senior Securities | 29 |
| Item 4. | Mine Safety Disclosures | 29 |
| Item 5. | Other Information | 29 |
| Item 6. | Exhibits | 29 |
| SIGNATURES | 30 | |
| 2 |
Use of Certain Defined Terms
Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company”, “the Company”, “AmpliTech”, “Specialty” or “SMW” “Spectrum” or “SSM”, “AmpliTech Group MMIC Design Center” or “AGMDC”, “AmpliTech Group True G Speed Services” or “AGTGSS” are the combined business of AmpliTech Group, Inc., and its consolidated subsidiary, AmpliTech, Inc., and AMPG’s divisions Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center and AmpliTech Group True G Speed Services.
| 3 |
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue,” the negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
| 4 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
AmpliTech Group, Inc.
Condensed Consolidated Balance Sheets
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Rights offering subscription proceeds in escrow | ||||||||
| Accounts receivable | ||||||||
| Inventories, net | ||||||||
| Marketable securities | – | |||||||
| Prepaid expenses and other | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right of use assets | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Cost method investment | ||||||||
| Long-term deposits | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Customer deposits | ||||||||
| Current portion of finance lease obligations | ||||||||
| Current portion of operating lease obligations | ||||||||
| Rights offering subscription liability | ||||||||
| Contingent liability | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities | ||||||||
| Finance lease obligations, net of current portion | ||||||||
| Operating lease obligations, net of current portion | ||||||||
| Deferred tax liability | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | – | – | ||||||
| Stockholders’ Equity | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to the condensed consolidated financial statements
| 5 |
AmpliTech Group, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss From Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Other income (loss) | – | ( | ) | – | ||||||||||||
| Dividend income | – | – | ||||||||||||||
| Interest income, net | ||||||||||||||||
| Unrealized gain (loss) on investments | ( | ) | – | – | ||||||||||||
| Realized gain on investments | ||||||||||||||||
| Total Other Income | ||||||||||||||||
| Net Loss Before Income Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision For Income Taxes | – | – | – | – | ||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss Per Share | ||||||||||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | |||||
| Weighted-Average Common Shares Outstanding | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
See accompanying notes to the condensed consolidated financial statements
| 6 |
AmpliTech Group, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Shares | Value | Capital | Deficit | Equity | ||||||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||||||||
| Common Stock | Additional | Total | ||||||||||||||||||
| Number of | Par | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||
| Shares | Value | Capital | Deficit | Equity | ||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( |
) | $ | |
|||||||||||||
| Stock-based compensation | – | – | – | |||||||||||||||||
| Common stock issued upon vesting of RSUs | ( |
) | – | – | ||||||||||||||||
| Common stock issued upon exercise of stock options | – | |||||||||||||||||||
| Common stock issued upon exercise of Series A Rights | – | |||||||||||||||||||
| Common stock issued in purchase asset acquisition | ||||||||||||||||||||
| Common stock issued for purchase asset acquisition, shares | ||||||||||||||||||||
| Net loss | – | – | – | ( |
) | ( |
) | |||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock-based compensation | – | – | – | |||||||||||||||||
| Common stock issued upon vesting of RSUs | ( | ) | – | – | ||||||||||||||||
| Common stock issued upon exercise of stock options | – | |||||||||||||||||||
| Common stock issued upon exercise of Series A Rights | ||||||||||||||||||||
| Common stock issued in rights offering | – | |||||||||||||||||||
| Common stock issued in registered direct offering | – | |||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||
| Common Stock | Additional | Total | ||||||||||||||||||
| Number of | Par | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||
| Shares | Value | Capital | Deficit | Equity | ||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock-based compensation | – | – | – | |||||||||||||||||
| Common stock issued upon exercise of stock options | – | |||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Stock-based compensation | – | – | – | |||||||||||||||||
| Common stock issued upon vesting of RSUs | ( |
) | – | – | ||||||||||||||||
| Common stock issued in purchase asset acquisition | – | |||||||||||||||||||
| Common stock issued upon exercise of stock options | – | |||||||||||||||||||
| Net loss | – | – | – | ( |
) | ( |
) | |||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( |
) | $ | ||||||||||||||
See accompanying notes to the condensed consolidated financial statements
| 7 |
AmpliTech Group, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| 2026 | 2025 | |||||||
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Operating lease costs | ||||||||
| Net realized and unrealized gains on marketable securities | ( | ) | – | |||||
| Inventory reserve | ( | ) | – | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses and other | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Operating lease obligations | ( | ) | ( | ) | ||||
| Customer deposits | ( | ) | ||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Purchase of intangible assets | – | ( | ) | |||||
| Advance payments for long-term deposits | ( | ) | – | |||||
| Cash paid for intangible asset acquisition | – | ( | ) | |||||
| Payment on contingent consideration from intangible asset acquisition | ( | ) | – | |||||
| Net investment in marketable securities | ( | ) | – | |||||
| Net Cash Used In Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Net proceeds from rights offering | – | |||||||
| Net proceeds from registered direct offering | – | |||||||
| Net proceeds from exercise of Series A Rights | – | |||||||
| Proceeds from exercise of stock options | ||||||||
| Repayment of finance lease obligations | ( | ) | ( | ) | ||||
| Net Cash Provided By Financing Activities | ||||||||
| Net change in cash, cash equivalents, and restricted cash | ( | ) | ||||||
| Cash, Cash Equivalents, and Restricted Cash | ||||||||
| Beginning of the Period | ||||||||
| End of the Period | $ | $ | ||||||
| Reconciliation to Consolidated Balance Sheets | ||||||||
| Cash and cash equivalents | ||||||||
| Rights offering subscription proceeds in escrow | – | |||||||
| Total Cash, Cash equivalents, and Restricted Cash | $ | $ | ||||||
| Supplemental disclosures | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Non-Cash Investing and Financing Activities | ||||||||
| Common Stock issued upon vesting of RSUs | $ | $ | ||||||
| Contingent liability consideration from intangible asset acquisition | $ | – | $ | |||||
| Fair value of common stock issued in intangible asset acquisition | $ | – | $ | |||||
| Subscription receivable from exercise of stock options | $ | – | $ | |||||
| Financed purchases of property and equipment | $ | – | $ | |||||
| Long term deposit applied to intangible asset acquisition | $ | – | $ | |||||
| Acquisition of intangible assets recorded in accounts payable | $ | – | $ | |||||
| Reclassification of subscription liability to stockholders’ equity upon closing of rights offering | $ | $ | – | |||||
| Reduction of intangible assets and contingent consideration pursuant to APA amendment | $ | $ | – | |||||
| Reclassification of deferred offering costs to additional paid-in capital upon closing of rights offering | $ | $ | – | |||||
See accompanying notes to the condensed consolidated financial statements
| 8 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
(1) Basis of Presentation and Other Information
The accompanying unaudited condensed consolidated financial statements of AmpliTech Group, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2025 consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K, as filed with the Securities and Exchange Commission on March 26, 2026. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
The Company’s significant accounting policies are described in Note 2 to the audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025. Except for the Company’s policies for cash equivalents held in money market funds and for marketable securities described below, there have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2026.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. During the three months ended September 30, 2026, the Company invested in an institutional prime money market fund that transacts at a floating net asset value (“NAV”) per share. The Company classifies its investment in the money market fund as a cash equivalent because the fund is highly liquid, is readily convertible to known amounts of cash, and presents an insignificant risk of changes in value under normal market conditions. The money market fund is measured at fair value based on its published NAV per share, a Level 1 input, and changes in fair value and dividends are recognized in other income (expense).
Marketable Securities
The Company’s marketable securities consist of U.S. Treasury bills with original maturities greater than three months at the date of purchase. The Company classifies its marketable securities as trading securities and measures them at fair value based on quoted market prices. Changes in fair value are recognized in unrealized gain (loss) on investments, and gains realized upon sale or maturity are recognized in realized gain on investments, both within other income (expense) in the condensed consolidated statements of operations. Realized gains and losses are determined using the specific identification method.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The amendment is effective for interim and annual periods beginning after December 15, 2025, with early adoption permitted. This amendment is to be applied on a prospective basis. The adoption of ASU 2025-05 did not have a material impact on the Company’s condensed consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires disclosure of qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.
| 9 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”. This guidance removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. Under the new standard, cost capitalization should only commence when an entity has committed to funding a software project and it is probable the project will be completed, and the software will be used for its intended function. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” ASU 2025-11 clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations. The ASU does not introduce significant changes to recognition or measurement guidance. The amendments in ASU 2025-11 are effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2025-11 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.
The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.
(2) Disaggregation of Revenues
The following table presents sales disaggregated based on geographic regions and for the three and nine months ended:
Schedule of Disaggregation of Revenues
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| AmpliTech Inc. and Specialty Microwave | ||||||||||||||||
| Domestic sales | $ | $ | $ | $ | ||||||||||||
| International sales | ||||||||||||||||
| Total | ||||||||||||||||
| Spectrum | ||||||||||||||||
| Domestic sales | ||||||||||||||||
| International sales | ||||||||||||||||
| Total | ||||||||||||||||
| Total sales | $ | $ | $ | $ | ||||||||||||
| 10 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
(3) Segment Reporting
The
Company operates in
The following table presents summary information by segment for the three months ended September 30, 2026 and 2025:
Schedule of Segment Reporting
| Manufacturing and Engineering | Distribution | Corporate | Total | |||||||||||||
Three Months Ended September 30, 2026 | ||||||||||||||||
| Manufacturing and Engineering | Distribution | Corporate | Total | |||||||||||||
| Revenue | $ | $ | $ | – | $ | |||||||||||
| Cost of goods sold | – | |||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Research and development (1) | – | – | ||||||||||||||
| Total assets | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Interest income, net | – | |||||||||||||||
| (1) |
| Manufacturing and Engineering | Distribution | Corporate | Total | |||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||
| Manufacturing and Engineering | Distribution | Corporate | Total | |||||||||||||
| Revenue | $ | $ | $ | – | $ | |||||||||||
| Cost of goods sold | – | |||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Research and development | – | – | ||||||||||||||
| Total assets | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Interest income, net | – | ( | ) | |||||||||||||
The following table presents summary information by segment for the nine months ended September 30, 2026 and 2025:
Manufacturing and Engineering | Distribution | Corporate | Total | |||||||||||||
Nine Months Ended September 30, 2026 | ||||||||||||||||
Manufacturing and Engineering | Distribution | Corporate | Total | |||||||||||||
| Revenue | $ | $ | $ | – | $ | |||||||||||
| Cost of goods sold | – | |||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Research and development (1) | – | – | ||||||||||||||
| Total assets | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Interest income, net | – | |||||||||||||||
| (1) |
Manufacturing and Engineering | Distribution | Corporate | Total | |||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||
| Manufacturing and Engineering | Distribution | Corporate | Total | |||||||||||||
| Revenue | $ | $ | $ | – | $ | |||||||||||
| Cost of goods sold | – | |||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Research and development | – | – | ||||||||||||||
| Total assets | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Interest income, net | – | ( | ) | |||||||||||||
| 11 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
(4) Marketable Securities
The Company’s investments in marketable securities consist of money market funds and U.S. Treasury bills, which are stated at fair value with realized and unrealized gains and losses recognized in other income (expense). Realized and unrealized gains and losses are determined using the specific identification method.
Marketable securities as of September 30, 2026 consisted of the following:
Schedule of Marketable Securities
| September 30, 2026 | ||||||||||||||||
| Adjusted Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
| Level 1 (1) | ||||||||||||||||
| Cash | $ | – | $ | – | $ | |||||||||||
| Money market funds | – | ( | ) (3) | (2) | ||||||||||||
| U.S. Treasury bills | – | (2) | ||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
| (1) | |
| (2) | |
| (3) |
(5) Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value) and are reduced by an inventory reserve for items determined to be slow-moving or obsolete. Inventories as of September 30, 2026 and December 31, 2025 consisted of the following:
Schedule of Inventory
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in progress | ||||||||
| Finished goods | ||||||||
| Finished goods in transit | – | |||||||
| Total inventories | ||||||||
| Less: reserve for obsolescence | ( | ) | ( | ) | ||||
| Total inventories, net | $ | $ | ||||||
| 12 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
(6) Property and Equipment
Property and Equipment as of September 30, 2026 and December 31, 2025 consisted of the following:
Schedule of Property and Equipment
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Lab equipment | $ | $ | ||||||
| Manufacturing equipment | ||||||||
| Automobiles | ||||||||
| Computer equipment and software | ||||||||
| Leasehold improvements | ||||||||
| Furniture and fixtures | ||||||||
| Total property and equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation
expense for the three months ended September 30, 2026 and 2025 was $
Depreciation
expense for the nine months ended September 30, 2026 and 2025 was $
(7) Intangible Assets
Intangible assets as of September 30, 2026 consisted of the following:
Schedule of Intangible Assets
| Gross | ||||||||||||||||
Carrying Amount | Accumulated Amortization | Net Amount | Weighted Average Life | |||||||||||||
| Indefinite-lived intangibles | ||||||||||||||||
| Trade name | $ | $ | – | $ | Indefinite | |||||||||||
| Total Indefinite-lived intangibles | – | |||||||||||||||
| Definite-lived intangibles | ||||||||||||||||
| Intellectual property | ||||||||||||||||
| Customer relationships | ||||||||||||||||
| Licenses | ||||||||||||||||
| Total definite-lived intangibles | ||||||||||||||||
| Total intangible assets | $ | $ | $ | |||||||||||||
Amortization
expense for the three months ended September 30, 2026 and 2025 was $
Amortization
expense for the nine months ended September 30, 2026 and 2025 was $
In connection with Amendment No. 2 to the Titan APA
(see Note 11), the $
| 13 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
Estimated amortization expense for intangible assets for the next five years consists of the following as of September 30, 2026:
Schedule of Estimated Amortization Expense for Intangible Assets
| Amount | ||||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total estimated amortization expense | $ | |||
(8) Long-Term Deposits
Long-term deposits represent advance payments made by the Company in connection with the establishment of dedicated production capacity, the development of the Company’s 5G technology campus, deposits towards intellectual property, the development of the Company’s first consumer product (an Internet of Things (“IoT”) sprayer that uses sensors, software, and internet connectivity to automate spraying for disinfecting and deodorizing applications), and security deposits associated with the Company’s facility leases. The deposits will be reclassified to property and equipment, intangible assets, or other appropriate asset categories upon completion and acceptance of the underlying assets and commencement of operations.
Long-term deposits as of September 30, 2026 and December 31, 2025 consisted of the following:
Schedule of Long Term Deposits
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Dedicated production line deposits | $ | $ | ||||||
| 5G campus development deposits | ||||||||
| Intellectual property deposits | – | |||||||
| IoT sprayer development deposits | – | |||||||
| Security deposits | ||||||||
| Total long-term deposits | $ | $ | ||||||
During
the nine months ended September 30, 2026, the Company made additional advance payments totaling $
| 14 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
(9) Leases
Operating leases and finance leases as of September 30, 2026 and December 31, 2025 consisted of the following:
Schedule of Lease Assets and Liabilities
| September 30, 2026 | December
31, | |||||||
| Operating leases | ||||||||
| Assets | ||||||||
| ROU operating lease assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current portion of operating lease | $ | $ | ||||||
| Operating lease, net of current portion | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
| Finance leases | ||||||||
| Assets | ||||||||
| Property and equipment, gross | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
| Liabilities | ||||||||
| Current portion of finance leases | $ | $ | ||||||
| Finance lease, net of current portion | ||||||||
| Total finance leases | $ | $ | ||||||
The weighted average remaining lease term and weighted average discount rate on September 30, 2026 are as follows:
Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate
September
30, | ||||
| Weighted-average remaining lease term (years) | ||||
| Operating leases | ||||
| Financing leases | ||||
| Weighted-average discount rate | ||||
| Operating leases | % | |||
| Financing leases | % | |||
| 15 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
As of September 30, 2026, future minimum lease payments under operating lease liabilities were as follows:
Schedule of Future Minimum Operating Lease Payments
| Amount | ||||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total operating lease payments | ||||
| Less imputed interest | ( | ) | ||
| Total operating lease obligations | ||||
| Less current operating lease obligations | ( | ) | ||
| Long-term operating lease obligations | $ | |||
As of September 30, 2026, future minimum lease payments under finance leases were as follows:
Schedule of Future Minimum Lease Payments for Finance Lease
| Amount | ||||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total finance lease payments | ||||
| Less imputed interest | ( | ) | ||
| Total finance lease obligations | ||||
| Less current finance lease obligations | ( | ) | ||
| Long-term finance lease obligations | $ | |||
(10) Stockholders’ Equity
Common Stock
On
January 5, 2026,
On
January 30, 2026, the Company granted restricted stock awards under the 2020 Plan to the officers of the Company for an aggregate of
On
April 20, 2026, the Company entered into a consulting agreement pursuant to which the Company agreed to issue
During
the nine months ended September 30, 2026, employees exercised a total of
| 16 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
On
June 9, 2026, the Company entered into a consulting agreement pursuant to which the Company agreed to issue an aggregate of
Rights Offering
On
January 14, 2026, the Company closed on a rights offering of transferable Unit Subscription Rights that had been distributed to eligible
holders of the Company’s common stock and certain warrant holders as of the November 10, 2025 record date. The Unit Subscription
Rights expired on January 9, 2026, and the Company received aggregate gross proceeds of $
Of
the gross proceeds, $
The Series A Rights and Series B Rights commenced trading on the Nasdaq Stock Market under the symbols “AMPGR” and “AMPGZ,” respectively, on February 3, 2026.
The Company evaluated the Unit Subscription Rights, Series A Rights, and Series B Rights as freestanding equity instruments under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815-40, “Derivatives and Hedging—Contracts in an Entity’s Own Equity,” and determined that all instruments qualify for equity classification. Accordingly, the gross proceeds were recorded to stockholders’ equity.
In
connection with the Rights Offering, the Company determined that a bonus element existed under ASC 260 “Earnings Per Share,”
because the implied subscription price attributable to the common stock component of the $
On
July 22, 2026, the Company closed on the Series A Rights (the “Closing”), which expired on July 18, 2026. Each Series A Right
entitled the holder to purchase one share of common stock of the Company at an exercise price of $
| 17 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
The
Series B Rights, exercisable at $
During
the three months ended September 30, 2026, holders of Series B Rights exercised a portion of their Series B Rights in advance of the
November 20, 2026 expiration date. Because the shares of common stock underlying the Series B Rights are not issued until the
expiration date, the related subscription proceeds of $
Registered Direct Offering
On
January 27, 2026, the Company closed a registered direct offering with five institutional investors, issuing
Consistent with the conclusion reached in connection with the rights offering described above, the Company evaluated the common stock, the Series A Rights, and the Series B Rights as freestanding equity instruments under ASC 480 and ASC 815-40 and concluded that all instruments qualify for equity classification. Accordingly, the gross proceeds were recorded to stockholders’ equity.
Stock Repurchase Program
On July 7, 2026, the Company’s
Board of Directors authorized the repurchase of up to $
2020 Equity Incentive Plan
The 2020 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, and other stock or cash awards as the Board of Directors may determine.
As
of September 30, 2026, all outstanding stock options were issued according to the Company’s 2020 Plan, and there remained
Stock Options
On
January 30, 2026, as per the terms of the employment agreements, the Company granted the officers stock options to purchase
On
March 30, 2026, the Company granted multiple employees ten-year stock options to purchase
| 18 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
Below is a table summarizing the changes in stock options outstanding for the nine months ended September 30, 2026:
Schedule of Stock Options Outstanding
| Number of | Weighted-Average | |||||||
| Options | Exercise Price | |||||||
| Outstanding at December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Exercised | ( | ) | ||||||
| Forfeited or expired | ( | ) | ||||||
| Outstanding at September 30, 2026 | $ | |||||||
| Exercisable at September 30, 2026 | $ | |||||||
Stock-based
compensation expense related to stock options of $
Warrants
On
February 19, 2026, the Company’s previously listed warrants (Nasdaq: AMPGW) expired in accordance with their original terms at
5:00 p.m. Eastern Time. Trading in the warrants ceased at the close of market on February 18, 2026, after which the warrants were removed
from listing on Nasdaq. Prior to their expiration, there were a total of
The
private placement warrants issued by the Company in April 2021 expired in accordance with their terms at 5:00 p.m. Eastern Time on April
16, 2026. Prior to expiration,
Below is a table summarizing the changes in warrants outstanding for the nine months ended September 30, 2026:
Schedule of Warrants Outstanding
Number of Warrant and Series Rights | Weighted- Average Exercise Price | |||||||
| Outstanding at December 31, 2025 | $ | |||||||
| Granted | (2) | |||||||
| Exercised | ( | ) | ||||||
| Forfeited or expired | ( | )(1) | ||||||
| Outstanding at September 30, 2026 | $ | |||||||
| Exercisable at September 30, 2026 | $ | |||||||
| (1) | ||
| (2) |
| 19 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
Stock-based
compensation expense related to warrants of $
Restricted Stock Units and Restricted Stock Awards
On
January 5, 2026,
On
January 30, 2026, the Company granted restricted stock awards (“RSAs”) to the officers of the Company for an aggregate of
On
April 20, 2026, the Company entered into a consulting agreement pursuant to which the Company agreed to issue
On
June 9, 2026, the Company entered into a consulting agreement pursuant to which the Company agreed to issue an aggregate of
Below is a table summarizing the changes in RSUs and RSAs outstanding for the nine months ended September 30, 2026:
Schedule of Changes in Restricted Stock Units Outstanding
Number of RSUs / RSAs | Weighted-Average Grant Date Value | |||||||
| Outstanding at December 31, 2025 | – | $ | – | |||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Outstanding at September 30, 2026 | $ | |||||||
Stock-based
compensation expense related to RSUs and RSAs of $
| 20 |
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
Common Stock Equivalents
For
the three and nine months ended September 30, 2026, all potential common shares were excluded from the diluted loss per share calculation
as their effect would be antidilutive due to the Company’s net loss position. As of September 30, 2026, the Company had
(11) Commitments and Contingencies
Contingent Liability – Intangible Asset Acquisition
On
March 26, 2025, the Company entered into an asset purchase agreement (the “Titan APA”) to acquire intellectual property and
other assets used in developing, manufacturing, marketing, and selling 5G ORAN radio products, subject to certain customer purchase order
conditions. The aggregate purchase price was originally $
Upon
achievement of the First Milestone in April 2025, the Company paid $
On
August 6, 2026, the Company entered into Amendment No. 2 to the Titan APA (the “Amendment”) with Titan and Titan’s
affiliate (the “Affiliate”). The Amendment was entered into as a result of Titan’s and the Affiliate’s
substantial delinquency in timely delivering products to the Company, which has caused the Company substantial delays in developing
its products, including the delivery of documentation and drawing packages for the 5G ORAN radio products.
Pursuant to the Amendment, Titan was released from substantially all of its remaining covenants and indemnification obligations under the Titan APA, and the Affiliate assumed such obligations. The Company did not waive any rights or claims it may have against Titan or the Affiliate arising prior to the date of the Amendment.
Legal Proceedings
From time to time, the Company may be involved in various legal proceedings and claims arising in the ordinary course of business. As of September 30, 2026, the Company was not a party to any legal proceedings, the outcome of which, individually or in the aggregate, would be expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
(12) Subsequent Events
The Company has evaluated subsequent events through the date the condensed consolidated financial statements were issued. Other than as described below, there were no subsequent events requiring adjustment to or disclosure in the condensed consolidated financial statements.
In
connection with the
In
connection with the consulting agreement entered into on June 9, 2026, pursuant to which the Company agreed to issue an aggregate of
Subsequent to September 30, 2026, the dedicated production line was completed
and accepted by the Company. The related deposits of $
| 21 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis contain forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.
Business Overview
AmpliTech Group Inc. (“AMPG,” “AmpliTech” or the “Company”), incorporated in 2010 in the State of Nevada, is the parent company of AmpliTech, Inc., and the Company’s divisions, Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center (“AGMDC”) and AmpliTech Group True G Speed Services (“AGTGSS”).
AmpliTech, Inc. designs, engineers and assembles micro-wave component-based amplifiers that meet individual customer specifications. Our products consist of Radio Frequency (“RF”) amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz, including low noise amplifiers (“LNA”), medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the global satellite communications, telecom (5G & IoT), space, defense, and quantum computing markets. We also offer non-recurring engineering services on a project-by-project basis, for a predetermined fixed contractual amount, or on a time plus material basis. We have both domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite.
Specialty Microwave designs and manufactures state-of- the-art precision SATCOM microwave components, RF subsystems and specialized electronic assemblies for the military and commercial markets, flexible and rugged waveguides, wave guide adapters and more.
On December 15, 2021, we acquired substantially all of the assets of Spectrum Semiconductor Materials Inc. (“SSM”), a globally authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements founded in 1990 and headquartered in San Jose, CA.
In 2021, the Company opened AGMDC, a monolithic microwave integrated circuits (“MMIC”) chip design center, in Texas and has started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing. MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to a wider base of customers requiring high technology in smaller packages.
In August 2022, we formed our AGTGSS division to enable “true G speeds” to the industry. AGTGSS’ main function will be to plan and configure 5G radio systems and make them O-RAN compliant. AGTGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.
On March 26, 2025, we entered into an asset purchase agreement (as amended, “Titan APA”), with Titan Crest, LLC, a Delaware limited liability company (“Titan”), and its affiliate, to purchase certain assets including intellectual property used in developing, manufacturing, marketing and selling products that use radio frequency technology (“5G ORAN radio products”).
Our mission is to patent our proprietary IP and trade secrets that were used in small volume niche markets and expand our capabilities through strategic partnerships, joint ventures, mergers/acquisitions with key industry leaders in the 5G/6G, quantum computing, and cybersecurity markets. We believe this will enable us to scale up our products and revenue by developing full systems and subsystems with our unique technology as a core component, which we expect will position us as a global leader in these rapidly emerging technology sectors and addresses large volume markets as well, such as cellphone handsets, laptops, server networks, and many other applications that improve everyday quality of life.
The Company’s research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless infrastructure products, cryogenic amplifiers and MMIC designs is progressing significantly. Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructures, as well as advanced military and commercial markets.
| 22 |
Strategic Investment in Production Readiness and Supply Chain Resilience
During 2026, the Company has been implementing a strategic initiative to transition from product development and customer qualification toward scalable commercial production and delivery of its advanced RF and 5G telecommunications solutions.
In anticipation of potentially significant customer orders and commercial opportunities, the Company has increased its investments in dedicated production capacity, strategic inventory, critical component availability, engineering resources, and supply chain infrastructure. These investments are intended to establish a more resilient and responsive supply chain, reduce dependence on extended component procurement lead times and third-party production schedules, and improve the Company’s ability to support larger customer deployments.
Management believes that establishing production readiness in advance of anticipated customer demand may provide the Company with a competitive advantage by improving delivery reliability, reducing the time required to convert customer orders into shipments and recognized revenue, and enhancing its ability to meet customer requirements for large-scale telecommunications infrastructure deployments.
These strategic initiatives have contributed to increased working capital requirements, operating expenditures, and cash utilization during 2026. Management believes these investments are important to positioning the Company for anticipated commercial opportunities and revenue growth during 2027 and 2028.
The Company’s strategy is to leverage its proprietary technology portfolio, strengthened financial position, and planned production capabilities to improve operational efficiency, support customer acquisition and retention, and facilitate the conversion of customer orders into revenue.
The timing and magnitude of the anticipated benefits will depend on, among other factors, the receipt and timing of customer orders, completion and qualification of production infrastructure, availability of critical components, customer acceptance requirements, and the Company’s ability to execute its manufacturing and delivery plans.
Recent Developments
Termination of ATM Offering
On July 7, 2026, we terminated our Equity Distribution Agreement, dated March 21, 2025, with Maxim Group LLC, effective immediately.
Stock Repurchase Program
On July 7, 2026, our Board of Directors authorized the repurchase of up to $10,000,000 of our outstanding common stock over a 24-month period. The program does not obligate us to repurchase any shares and may be suspended, modified, or discontinued at any time. As of the date of this report, we had not repurchased any shares under the program.
Closing of Series A Rights Offering
On July 22, 2026, we closed on the Series A Rights (the “Closing”), which expired on July 18, 2026. Each Series A Right entitled the holder to purchase one share of common stock at an exercise price of $5.00 per share. Of the 4,498,204 Series A Rights outstanding, 4,384,163 were exercised and 114,041 expired unexercised and were automatically cancelled. We received $21,920,815 in gross proceeds from the exercise of the Series A Rights and issued 4,384,163 shares of common stock. Gross proceeds include $113,003 received and held in escrow as of June 30, 2026, at which date a corresponding rights offering subscription liability was recorded. Net proceeds from the Closing were approximately $20,106,334 after deducting fees and expenses of Moody Capital, as placement agent, and our other offering expenses. The Series A Rights ceased trading on Nasdaq following their expiration. The Series B Rights, exercisable at $6.00 per share, remain outstanding and continue to trade on Nasdaq under the symbol “AMPGZ” until their expiration on November 20, 2026.
Amendment No. 2 to Titan APA
On August 6, 2026, we entered into Amendment No. 2 to the Titan APA (the “Amendment”) with Titan and Titan’s affiliate (the “Affiliate”). The Amendment was entered into as a result of Titan’s and the Affiliate’s substantial delinquency in timely delivering products to us, which has caused us substantial delays in developing our products, including the delivery of documentation and drawing packages for the 5G ORAN radio products. Pursuant to the Amendment, the parties agreed, among other things, to (i) decrease the aggregate purchase price from $8,000,000 to $7,000,000 and (ii) amend the form of payment of the remaining purchase price. Subject to the transfer of the fully developed design package for the 5G ORAN radio technology (the “Transfer”) and acknowledgment by our manufacturing partner that the documentation and drawing package is suitable for full production purposes, the remaining unpaid purchase price of $2,000,000 will be paid as follows: (i) $1,000,000 in cash and (ii) $1,000,000 in restricted common stock based on the volume-weighted average price of our common stock over the thirty (30) trading days preceding the date of the Transfer. Accordingly, the contingent liability was reduced from $3,000,000 to $2,000,000 pursuant to the amended agreement, with a corresponding $1,000,000 reduction to the cost basis of the acquired intangible assets. The contingent liability was subsequently reduced to $1,750,000 following our $250,000 payment toward the cash portion of the remaining purchase price. We made the $250,000 payment in August 2026, prior to completion of the Transfer, at the request of the Affiliate to facilitate continued progress on the deliverables. As of the date of this report, the Transfer had not occurred, and the remaining $1,750,000 of contingent consideration ($750,000 in cash and $1,000,000 in restricted common stock) is payable upon completion of the Transfer, which is expected to occur in the fourth quarter of 2026. The Company is coordinating with its manufacturing partners to fully complete the remaining production-readiness activities associated with the acquired 5G ORAN radio technology and completion is expected to be in Q4. The transfer and partial completion has already been converted to hundreds of shipped units to our customer. Management believes that full completion of these activities, together with the Company’s investments in dedicated production capacity and strategic inventory, will support its ability to fulfil anticipated customer orders and accelerate commercialization.
| 23 |
Dedicated Production Line and 5G Deployment
Subsequent to September 30, 2026, our dedicated production line was completed and is production-ready, with initial shipments expected to commence during the fourth quarter of 2026. The related deposits of $2,640,353 will be reclassified from long-term deposits to intangible assets in the fourth quarter of 2026. This investment represents an important step in our efforts to expand our manufacturing capabilities and support anticipated customer demand.
With respect to our 5G initiatives, we continue to advance our deployment plans and are currently awaiting the necessary permits and licensing approvals, together with the finalization of suitable site locations. The timing of deployment remains dependent upon receipt of the required regulatory approvals and completion of site-related arrangements. We believe these investments provide a foundation for future revenue opportunities and long-term growth.
Corporate Information
Our principal executive offices are located at 155 Plant Avenue, Hauppauge, NY 11788. Our telephone number is (631) 521-7831. Our corporate website is www.amplitechinc.com. The information on our website is not a part of or incorporated in this report.
Results of Operations
For the Three Months Ended September 30, 2026 and September 30, 2025
Revenues
Sales increased from $6,093,832 for the three months ended September 30, 2025, to $6,582,687 for the three months ended September 30, 2026, an increase of $488,855 or approximately 8.02%. Distribution sales increased to $2,885,700 from $2,115,968 in the same period in the prior year, representing a significant year-over-year increase of $769,732 or 36.38%. The growth was primarily attributable to higher sales volumes through distribution channels and continued expansion of the distribution business. Sales in the 5G, amplifier and related passive microwave components and subsystems division decreased to $3,696,987 from $3,977,864 in the same period in the prior year, a decrease of $280,877 or 7.06%. During the quarter, the Company continued to prepare its advanced 5G product portfolio and associated production infrastructure for anticipated larger-scale commercial opportunities. Certain investments in engineering, manufacturing readiness, and supply chain capabilities are being made in advance of the related anticipated customer orders and deliveries. Consequently, the financial benefits of these investments have not yet been fully reflected in current-period revenue. Management believes these initiatives will support more efficient conversion of customer orders into shipments and revenue during 2027 and 2028, subject to the timing of customer orders and successful production execution.
Cost of Goods Sold and Gross Profit
Cost of goods sold increased from $3,134,189 for the three months ended September 30, 2025, to $4,333,723 for the three months ended September 30, 2026, an increase of $1,199,534 or 38.27%. Gross profit for the three months ended September 30, 2025 was $2,959,643 compared to $2,248,964 for the three months ended September 30, 2026, a decrease of $710,679, or 24.01%. Gross profit as a percentage of sales decreased to 34.17% from 48.57%. The Company is investing in dedicated production capacity and supply chain optimization to improve manufacturing efficiency and support anticipated higher-volume production. Management believes that increased production volumes, improved utilization of manufacturing resources, and greater control over component procurement may provide opportunities to reduce per-unit production costs and improve gross margins over time. The realization of these benefits will depend on customer demand, product mix, pricing, manufacturing yields, and the successful implementation of the Company’s production strategy. The decrease in gross profit is primarily attributable to an increase in the cost of goods sold relative to sales revenue and partially attributable to changes in our product sales mix. Although overall sales increased by 8.02%, the percentage of revenue generated from higher-margin products versus lower-margin products has shifted.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased to $3,379,701 for the three months ended September 30, 2026, from $2,481,580 for the three months ended September 30, 2025, an increase of $898,121, or approximately 36.19%. The increase was primarily attributable to higher parent company expenses, including legal fees and stock-based compensation. Selling, general and administrative expenses also increased as a result of greater investments in marketing and business development activities, as well as expanded promotional initiatives designed to enhance brand awareness, strengthen customer engagement, and support business growth. The increase also reflects the engagement of consultants to expand marketing and business development efforts for the Company’s 5G product portfolio and to strengthen our cybersecurity framework and ISO aligned IT security practices. A portion of the increased selling, general and administrative expenses reflect the Company’s efforts to establish the commercial and organizational infrastructure necessary to pursue and support anticipated larger customer opportunities. These activities include expanded customer engagement, business development, program management, and operational support capabilities. Management believes that establishing these capabilities in advance of anticipated revenue growth may enable the Company to support increased business volumes without requiring proportionate increases in certain operating expenses. The Company continues to evaluate its expenditures in relation to anticipated customer demand and its objective of improving operating leverage.
Research and Development Expenses
Research and development expenditures are charged to operations as incurred. The major components of research and development costs include salaries and benefits, consultants, outside service, and supplies.
Research and development expenses increased to $859,616 for the three months ended September 30, 2026, from $699,319 for the three months ended September 30, 2025, an increase of $160,297, or approximately 22.92%. The increase was primarily attributable to expanded 5G product development activities, including higher prototype and testing costs, as well as increased consulting expenses to support ongoing product innovation and development efforts. These research and development activities are intended to support the transition of the Company’s advanced 5G and MMIC technologies from product development and customer qualification toward commercial deployment. Management believes that completing product development, testing, and customer-specific engineering requirements in advance of anticipated deployments may improve the Company’s ability to fulfil customer orders and support revenue-generating opportunities during 2027 and 2028.
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Loss From Operations
As a result of the above, the Company reported a loss from operations of $1,990,353 and $221,256 for the three months ended September 30, 2026, and 2025, respectively.
Other Income (Expenses)
Other losses consist of $27,985 of realized loss on foreign currency exchange rates for the three months ended September 30, 2025.
The Company recorded dividend income of $16,945 from its money market fund for the three months ended September 30, 2026.
Due to market fluctuations, the Company recorded an unrealized loss on investments of $7,131 for the three months ended September 30, 2026 and $47,494 and $28,001 of realized gains on investments for the three months ended September 30, 2026 and 2025, respectively.
The Company recorded interest income, net of $45,903 and $32,867 for the three months ended September 30, 2026 and 2025, respectively.
Net Loss
The Company reported a net loss of $1,887,142 and $188,373 for the three months ended September 30, 2026 and 2025, respectively. The net loss reflects, in part, expenditures associated with the Company’s technology development, commercial expansion, and preparation for anticipated larger-scale operations, in addition to increased corporate expenses. The Company expects the financial benefits of its strategic investments to depend on its ability to convert anticipated commercial opportunities into customer orders, product deliveries, and recognized revenue. See “Strategic Investment in Production Readiness and Supply Chain Resilience” subsection.
For the Nine Months Ended September 30, 2026 and September 30, 2025
Revenues
Sales decreased to $20,002,512 for the nine months ended September 30, 2026, from $20,718,858 for the nine months ended September 30, 2025, a decrease of $716,346, or approximately 3.46%. Distribution sales increased to $9,013,332 from $6,437,002 in the same period in the prior year, an increase of $2,576,330 or 40.02%, primarily attributable to higher sales volumes through distribution channels and continued expansion of the distribution business. Sales in the 5G, amplifier and related passive microwave components and subsystems division decreased by $3,292,676 or 23.05%, as the same period in the prior year included revenue generated from the Titan asset acquisition, which contributed to incremental sales that did not recur in the current period. This was part of the Company’s transition toward commercialization of the Company’s own 5G products. See “Strategic Investment in Production Readiness and Supply Chain Resilience” subsection.
Cost of Goods Sold and Gross Profit
Cost of goods sold decreased to $12,932,670 for the nine months ended September 30, 2026, from $15,708,466 for the nine months ended September 30, 2025, a decrease of $2,775,796, or approximately 17.67%. The same period in the prior year included the fulfilment of acquired 5G product sales resulting from the asset acquisition, which increased both sales and the related cost of goods sold. Gross profit increased to $7,069,842 for the nine months ended September 30, 2026, from $5,010,392 for the nine months ended September 30, 2025, an increase of $2,059,450, or approximately 41.10%. Gross profit as a percentage of sales increased to approximately 35.34% for the nine months ended September 30, 2026, from approximately 24.18% for the comparable same period in the prior year. The improvement in gross margin was primarily attributable to a more favorable product mix and the absence of the lower-margin acquired 5G product sales that were included in the same period in the prior year. Future production scale may support additional efficiencies and yield higher margins.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased to $11,138,156 for the nine months ended September 30, 2026, from $6,948,938 for the nine months ended September 30, 2025, an increase of $4,189,218, or approximately 60.29%. The increase was primarily attributable to higher parent company expenses, including legal fees and stock-based compensation. Selling, general and administrative expenses also increased due to greater investments in marketing and business development activities, including participation in additional industry trade shows such as IMS, MWC and Network X trade shows, expanded promotional initiatives to enhance brand awareness and customer engagement, and the engagement of consultants to support the marketing and business development of the Company’s 5G product portfolio and to strengthen our cybersecurity framework and ISO aligned IT security practices. It is important to note that legal fees and stock-based compensation are not recurring expenses and some expenses reflect commercial infrastructure investments.
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Research and Development Expenses
Research and development expenditures are charged to operations as incurred. The major components of research and development costs include salaries and benefits, consultants, outside service, and supplies.
Research and development costs for the nine months ended September 30, 2026, and 2025, were $2,737,067 and $2,097,787, respectively, an increase of $639,280, or 30.47%. The increase was primarily attributable to continued investment in 5G product development, including higher prototype and testing costs and increased consulting expenses to support ongoing research, product innovation, and development activities. The $2,737,067 investment supports 5G product readiness, customer qualification, and MMIC development.
Loss From Operations
As a result of the above, the Company reported a loss from operations of $6,805,381 and $4,036,333 for the nine months ended September 30, 2026, and 2025, respectively. In the ordinary course of increasing future business potential, management expects there to be some timing difference between current strategic expenditures and anticipated future revenue.
Other Income (Expenses)
Other income consists of $60,237 of realized gain on foreign currency exchange rates for the nine months ended September 30, 2025.
The Company recorded dividend income of $16,945 from its money market fund for the nine months ended September 30, 2026.
Due to market fluctuations, the Company recorded an unrealized gain on investments of $17,470 for the nine months ended September 30, 2026 and $109,993 and $64,020 of realized gains on investments for the nine months ended September 30, 2026 and 2025, respectively.
The Company recorded interest income, net of $163,612 and $111,557 for the nine months ended September 30, 2026 and 2025, respectively.
Net Loss
The Company reported a net loss of $6,497,361 and $3,800,519 for the nine months ended September 30, 2026 and 2025, respectively. The loss is again part of management’s decisions explained in the “Strategic Investment in Production Readiness and Supply Chain Resilience” subsection. Management’s focus is always on commercialization, operating leverage, and disciplined capital deployment.
Cash Flow
Operating Activities
The net cash used in operating activities for the nine months ended September 30, 2026, was $8,478,749 resulting primarily from the net loss and operating changes in accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses and operating lease obligations and customer deposits.
The net cash used in operating activities for the nine months ended September 30, 2025, was $5,259,588 resulting primarily from the net loss and operating changes in accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses, operating lease obligations and customer deposits.
Investing Activities
The net cash used in investing activities for the nine months ended September 30, 2026, was $14,243,992 representing the net investment in marketable securities, advance payments for long-term deposits, the payment of contingent consideration from the intangible asset acquisition and the purchase of property and equipment.
The net cash used in investing activities for the nine months ended September 30, 2025, was $5,670,128 for the purchase of equipment, intangible assets and the Titan Asset Acquisition.
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Financing Activities
The net cash provided by financing activities for the nine months ended September 30, 2026, was $30,575,276 resulting primarily from the net proceeds received from the rights offering, the registered direct offering, the exercise of the Series A Rights and the exercise of stock options.
The net cash from financing activities for the nine months ended September 30, 2025, was $926 resulting primarily from the proceeds from the exercise of stock options and the repayments of financing lease obligations.
As of September 30, 2026, we had cash and cash equivalents of $19,478,374, marketable securities of $10,789,959, rights offering subscription proceeds in escrow of $59,556, working capital of $42,142,934 and an accumulated deficit of $34,516,643.
As of December 31, 2025, we had cash and cash equivalents of $4,981,091, rights offering subscription proceeds in escrow of $6,704,304, working capital of $10,157,641 and an accumulated deficit of $28,019,282.
Operating Capital and Capital Expenditure Requirements
As of September 30, 2026, we had cash and cash equivalents of $19,478,374 and marketable securities of $10,789,959. Based on our existing cash and cash equivalents, our marketable securities, our working capital, our current and forecasted level of operations, and our forecasted cash flows, we believe that we will be able to meet our obligations and pay our liabilities arising from normal business operations when they come due and to provide for our capital requirements for at least the next 12 months.
The Company intends to utilize its existing financial resources to support its ongoing operations and strategic investments in production readiness, supply chain resilience, and commercialization of its advanced RF and 5G product portfolio.
Management anticipates that its capital requirements may include additional investments in critical component inventory, dedicated production capacity, manufacturing and testing equipment, engineering resources, and working capital necessary to support anticipated customer orders.
The Company’s objective is to establish greater control over its supply chain and production planning, reduce potential interruptions in component availability and manufacturing schedules, and improve its ability to deliver products in response to customer requirements.
Management believes that these investments may enhance the Company’s competitive position by improving delivery reliability and production scalability, which are important considerations for customers evaluating suppliers for large telecommunications infrastructure deployments.
The Company expects to focus on converting its technology investments and commercial opportunities into product deliveries and recognized revenue during 2027 and 2028. Management intends to evaluate future expenditures based on customer demand, production milestones, anticipated delivery schedules, and available financial resources.
The timing and amount of future capital requirements will depend on the volume and timing of customer orders, manufacturing readiness, supplier commitments, inventory requirements, and other operating factors. Delays in customer orders, production qualifications, or product deliveries could result in increased working capital requirements or defer the anticipated financial benefits of these investments.
Critical Accounting Policies, Estimates and Assumptions
The SEC defines critical accounting policies as those that are, in management’s view, most important to the portrayal of our financial condition and results of operations and those that require significant judgment and estimates.
The discussion and analysis of our financial condition and results of operations is based upon financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an ongoing basis, we evaluate our estimates, including the allowance for doubtful accounts, the salability and recoverability of inventory, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes there have been no significant changes during the nine months ended September 30, 2026 to the items disclosed as critical accounting policies in management’s discussion and analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary.
Off Balance Sheet Transactions
None.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Smaller reporting companies are not required to provide the information required by this item.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. As a result of this evaluation, our chief executive officer and chief financial officer have concluded that, as of September 30, 2026, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below. Notwithstanding the identified material weaknesses, management, including our chief executive officer and chief financial officer, believes the condensed consolidated financial statements included in this report fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with GAAP.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Management has evaluated the effectiveness of our internal control over financial reporting based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this evaluation, management has concluded that, as of September 30, 2026, our internal control over financial reporting was not effective due to the material weaknesses previously identified and disclosed in our Form 10-K for the fiscal year ended December 31, 2025, including the lack of written documentation of our internal controls and procedures, ineffective information technology general controls, and insufficient personnel resources to ensure adequate segregation of duties.
Management continues to advance its remediation plan through the development and implementation of formalized policies, procedures, and internal controls. During 2026, the Company established an enterprise risk register and implemented an enterprise-wide change management process, including documented change requests, approvals, and control records. These efforts complement existing Board-directed financial oversight procedures, including the Chief Executive Officer’s review of bank statements. Together, these measures are intended to strengthen accountability, improve documentation, and enhance internal controls supporting financial reporting.
Management is also formalizing its Finance and Accounting policies and procedures and developing an Enterprise Information Security Program to strengthen information technology general controls, including access management, change control, and related oversight. These initiatives form part of a continuing remediation roadmap addressing previously identified weaknesses in control documentation, IT general controls, and segregation of duties. Although progress has been made in strengthening the Company’s control environment, the previously identified material weaknesses have not yet been fully remediated. Management will continue to implement, document, and evaluate the operating effectiveness of these controls and introduce additional measures, as necessary. Management recognizes that effective financial reporting controls, information technology systems, and operational oversight are particularly important as the Company prepares for potentially increased business volumes and more complex manufacturing and supply chain activities. The Company intends to continue strengthening its control environment in conjunction with its planned commercial expansion.
Changes in Internal Control over Financial Reporting
Except for the remediation measures described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
To the best of our knowledge, there are no pending legal proceedings to which we are a party or of which any of our property is the subject.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to provide the information required by this Item. However, in addition to the other information set forth in this report, you should carefully consider the risks set forth in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially affect our business, financial condition or future results. You should read the section captioned “Cautionary Statement on Forward-Looking Information” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended September 30, 2026, we issued 77,778 shares of common stock pursuant to the consulting agreement entered into on June 9, 2026, as compensation for services. The issuance was deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements. During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits.
(a) Exhibits
| Exhibit No. | Description | |
10.1*† |
Amendment No. 2 to Asset Purchase Agreement, dated August 6, 2026, by and among AmpliTech Group, Inc., Titan Crest, LLC and its affiliate | |
| 31.1* | Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer | |
| 31.2* | Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer | |
| 32.1** | Section 1350 Certification of Principal Executive Officer | |
| 32.2** | Section 1350 Certification of Principal Financial Officer | |
| 101. INS** | XBRL Instance Document | |
| 101. SCH | XBRL Taxonomy Extension Schema Document | |
| 101. CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101. DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101. LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101. PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Furnished herewith.
† Certain confidential portions of this exhibit (indicated by [***]) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the omitted information is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AmpliTech Group, Inc. | ||
| Date: November 12, 2026 | By: | /s/ Fawad Maqbool |
| Fawad Maqbool | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: November 12, 2026 | By: | /s/ Louisa Sanfratello |
| Louisa Sanfratello | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
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